CHURCHES’ CHILD PROTECTION ADVISORY SERVICE (CCPAS)

STANDARD TERMS OF SERVICE

1Definitions

1.1In these terms and conditions the following definitions apply:

Affiliate / of a party means any entity which directly or indirectly owns or controls, is directly or indirectly owned or controlled by, or is in common ownership or control with, that party;
Business Day / means a day other than Saturday, Sunday and public holidays when clearing banks generally are open for non-automated business in London;
Commencement Date / means the date on which provision of the Services shall commence as specified in the Schedule of Services;
Confidential Information / means any commercial, pastoral, financial or technical and/or otherinformation relating to the products, services, plans, know-how or trade secrets, which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;
Contract / means the agreement between the Supplier and the Client for the supply and purchase of the Services and the Deliverables incorporating these Terms and the Schedule of Services;
Client / means the Client whose details are set out in the Schedule of Services;
Client Enquiry / means an enquiry by a Client to the Supplier for the provision of services by the Supplier to the Client;
Client Materials / means all documents, materials, data, proprietary software (and the media on which they are each recorded), supplied by the Client to the Supplier in connection with the Contract;
Deliverables / means all documents and materials produced by the Supplier or its agents in relation to the Services and to be supplied to the Clientincluding without limitation any data, programs, reports, software and specifications as set out in the Schedule of Services;
Intellectual Property Rights / means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, chip topography rights, mask works, utility models, domain names and all similar rights and, in each case:
(a)whether registered or not;
(b)including any applications to protect or register such rights;
(c)including all renewals and extensions of such rights or applications;
(d)whether vested, contingent or future;
(e)to which the Supplier is or may be entitled; and
(f)in whichever part of the world existing;
Schedule of Services / means the schedule of services for the Services from the Supplier as set out in the attached schedule and/or other schedule of services document
Services / means the services (which may include Training) and other Deliverables set out in the Schedule of Services to be supplied by the Supplier to the Client;
Specification / means the description or specification for the Services set out in the Schedule of Services;
Supplier / means the supplier whose details are set out in the Schedule of Services;
Supplier Materials / means all documents, materials, data, proprietary software (and the media on which they are each recorded), which are owned by the Supplier at the date of the Contract or which are subsequently created by the Supplier as a result of performing the Services;
Supply Location / means the address(es) for provision of the Services (if any) as set out in the Schedule of Services;
Terms / means the standard terms and conditions of business of the Supplier set out in this document;
Training / means all and any training provided by the Supplier to the Client in relation to the Services it provides;
Value Added Tax or VAT / means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the supply of the Services;
Year / means a period of 12 consecutive months from the Commencement Date, and each period of 12 consecutive months thereafter.

1.2Unless the context otherwise requires:

1.2.1each gender includes the others;

1.2.2the singular includes the plural and vice versa;

1.2.3references to the Contract includes the Terms, the Schedule of Services and its appendices (if any);

1.2.4references to persons include individuals, unincorporated bodies, government entities, companies and corporations;

1.2.5clause headings do not affect their interpretation;

1.2.6general words are not limited by example; and

1.2.7references to any legislation will be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2Client Enquiry, Schedule of Services and incorporation of the Terms

2.1A Client Enquiry will be deemed to be an offer to purchase Services from the Supplier on these Terms but shall not be binding on the Supplier. The Supplier reserves the right at all times to reject any Client Enquiry, in whole or in part, at its sole discretion.

2.2Acceptance of a Client Enquiry shall take the form of written acceptance to perform the Services by the Supplier of a Schedule of Services provided by it to a Client after receipt by it of a signed Schedule from a Client but for the avoidance of doubt a Schedule of Servicesisnot binding untilsigned by the Supplier even if it has been signed by the Client. Without prejudice to the foregoing in the event a Client does not sign a Schedule of Services or any other Supplier document the Terms or Contract of the Supplier shall apply to all Services supplied by the Supplier and in any event not the terms of the Client.

2.3Marketing and other descriptive matter relating to Services are illustrative only, and do not form part of the Contract. The Client agrees that, in placing a Client Enquiry, it has not relied on any representation or statement by the Supplier not set out in the Contract.

2.4These Terms apply to and form part of the Contract for the supply of the Services by the Supplier to the Client. They supersede any previously issued terms and conditions of supply.

2.5No terms or conditions endorsed on, delivered with, or contained in the Client's Enquiry, confirmation of Schedule of Services, specification or other document will form part of the Contract.

2.6No variation of the Terms or to a Schedule of Services, or to a quotation from the Supplier will be binding unless expressly agreed in writing and executed by a duly authorised signatory of the Supplier.

2.7A contract will be formed upon the earlier to occur of:

2.7.1signature by the Supplier of the Schedule of Services provided by it to the Client; or

2.7.2the execution of a specific written agreement by both the Supplier and the Client.

3Price and payment

3.1The price for the Services will be as set out in the Schedule of Services or in default of such provision will be calculated in accordance with the Supplier's standard scale of charges in force on the date of formation of the Contract.

3.2The pricedoes not include Value Added Tax which will be charged (if applicable) in addition at the then applicable rate.

3.3Unless otherwise agreed between the parties pursuant to a Schedule of Services, Services are charged on a time, materials and expenses basis at the Supplier's then-current daily rates. The rates are calculated on the basis of a seven (7) hour day from 09.00 to 17.00 on a Business Day or as otherwise agreed. For Services provided outside those times, the Supplier's then current overtime rates will applyor as otherwise set out in the Schedule of Services or agreed between the parties. In the case of Training, a deposit as notified to the Client shall be payable at the time of booking which shall not be refundable in the event of cancellation by the Client with the balance payable on 30 days credit terms issued two (2) weeks prior to the Training.Any after the event costs and expenses payable by the Client shall be invoiced by the Supplier and are payable in accordance with clause 3.7.

3.4Subject to any agreed Schedule of Services the Supplier may vary its rates and/or prices for Services from time to time. In such event the Supplier will give the Client not less than thirty (30) days’ written notice of such variations.Where a proposed increase is unacceptable to the Client, it may terminate the Contract on twenty (20) days' written notice to the Supplier in accordance with clause 12.3.

3.5Schedule of Services accepted by the Supplier at the time of notificationof price variations under clause 3.4 (if applicable) will be fulfilled at the original prices quoted in the Schedule of Services.

3.6The Supplier will invoice the Client as agreed but in the absence of agreement may invoice monthly in advance. Invoices will include all information necessary to enable the Client to check their accuracy.

3.7The price is payable and the Client will pay all invoices:

3.7.1in full, without deduction or set-off other than as required by law, in cleared funds within thirty (30) days of date of invoice;

3.7.2to the Supplier's nominated bank account specified in the Schedule of Services.

Time of payment is of the essence.

3.8Where sums due hereunder are not paid in full by the due date:

3.8.1the Supplier may, without limiting its other rights, charge interest on such sums at 2% a year above the base rate of Barclays Bank plc from time to time in force;

3.8.2interest will accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

3.9VAT (if applicable) will be charged by the Supplier and paid by the Client at the then applicable rate.

4Provision of services

4.1The Supplier will provide the Services to the Client in accordance with the Contract and the Specification.

4.2The Services will begin on the Commencement Date and be performed for the period set out in the Schedule of Servicesoruntil provision is complete (as may be applicable) or earlier termination of the Contract.

4.3Whilst the Supplier will use reasonable endeavours to meet any milestone dates set out in the Schedule of Services, such dates are approximate only, and time of performance is not of the essence.

4.4The Supplier will not be liable for any delay in or failure of performance of the Services (including any failure to achieve any milestone or other date) so far as caused by an event of Force Majeure (as defined at clause 11) or the Client's failure to perform its obligations under the Contract.

4.5The Supplier may make any changes to the Services:

4.5.1needed to comply with applicable law or safety requirements; or

4.5.2which do not materially affect the nature or quality of the Services;

and will notify the Client in advance of such changes where practicable.

5Supplier's obligations

5.1The Supplier will:

5.1.1perform the Services using reasonable care and skill;

5.1.2use sufficient personnel who have appropriate skills and experience for their duties;

5.1.3obtain and maintain all licences, permits and other consents required for its performance of the Services;

5.1.4comply with all applicable laws and regulations;

5.1.5observe all rules and regulations notified to the Supplier and in force at the Supply Location and other Client sites as may be applicable; and

5.1.6on completion of the Services or earlier termination of the Contract return all Client Materials as far as reasonably practicable.

6Client’s obligations

6.1The Client will pay the price for the Services in accordance with the Contract.

6.2The Client will:

6.2.1afford the Supplier access to the Supply Locationand other Client sites as may be necessary in the view of the Supplierand prepare them for supply of the Services;

6.2.2afford the Supplier reasonable access to the Client personnel named in the Specification and/or as agreed between the parties; and

6.2.3promptly provide the Supplier such facilities, information and assistance as it considers necessary (ensuring that information is complete and accurate);

in each case as reasonably required to allow the Supplier to perform the Services.

6.3The Client will also:

6.3.1co-operate fully with the Supplier and follow the Supplier's reasonable instructions in relation to the performance of the Services;

6.3.2obtain and maintain all necessary licences and consents for the performance of the Services;

6.3.3keep all documents, equipment, materials and other Supplier property (Supplier Materials) at the Supply Location or other Client premises safely and at its own risk and in the same condition as they were in when supplied (fair wear and tear excepted if applicable); and

6.3.4not dispose of or use any Supplier Materials without the Supplier's prior written agreement.

6.4The Services are provided at the Client's request and the Client is responsible for verifying that the Services are suitable for its own needs.

7Failure of or delay in performance

7.1If the Supplier is prevented or delayed in performing the Services by any cause attributable to the Client, the Supplier (without prejudice to its other rights):

7.1.1may suspend performance of the Services until the Client remedies its default;

7.1.2will not be liable for any costs or losses sustained by the Client as a result of such suspension; and

7.1.3may charge the Client (and the Client will pay in accordance with the Contract) costs and/or losses incurred by the Supplier arising from the Client's default, subject to clause 8.

8Liability

8.1The Supplier does not exclude its liability:

8.1.1for death or personal injury caused by its negligence; or

8.1.2for fraud or fraudulent misrepresentation.

8.2The Supplier will not be liable for any failure of any Services to the extent:

8.2.1caused by the Client's failure to comply with the Supplier's instructions in relation to the Services as may be applicable;

8.2.2where the Client alters the Services or the results of the Services without the Supplier's prior written agreement

In particular, the terms implied by ss 14 and 15 of the Supply of Goods and Services Act 1982 are expressly excluded.

8.3The Supplier will not be liable for:

8.3.1loss of data or use;

8.3.2any form of indirect, consequential or special loss; or

8.3.3any loss of or failure to realise expected profit, revenue or savings or any other form of pure economic loss, whether any such loss is direct or indirect;

and, in each case, however arising.

8.4Other than as set out above, the Supplier limits its liability (however arising) in respect of or in connection with the Services, and otherwise in connection with the Contract in any twelve (12) month period from the Commencement Date to the total price of the Services under the Contractin question.

9Intellectual Property Rights

9.1Subject to clause 10 nothing in the Contract will affect the rights (including Intellectual Property Rights) in the Supplier Materials which are and shall remain vested in the Supplier SAVE THAT all Intellectual Property Rights in the Deliverables are hereby assigned by the Supplier to the Client on provision of the Services but the Client hereby grants a perpetual non-exclusive royalty-free licence to the Supplier in relation to the Deliverables for retention and use by the Supplier as may be required by it in accordance with applicable laws.

10Confidentiality

10.1Each party shall keep confidential all Confidential Information of the other party and will only use the other's Confidential Information as required to perform the Contract. The provisions of this clause will not apply to:

10.1.1any information which was in the public domain at the date of the Contract;

10.1.2any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

10.1.3is independently developed by the other party without using information supplied by the first party; or

10.1.4any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

10.2This clause 10 will remain in force for a period of five (5) years from the date of termination of the Contract.

11Force Majeure

11.1Force Majeure means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under the Contract including (but not limited to) an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest, strike, lockout or boycott or other industrial action; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required by for performance of the Contract (Force Majeure). Failure to pay or be paid is not Force Majeure.

11.2A party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

11.2.1promptly notifies the other of the Force Majeure event and its expected duration; and

11.2.2uses reasonable endeavours to minimise the effects of that event.

11.3If, due to Force Majeure, a party:

11.3.1is or will be unable to perform a material obligation; or

11.3.2is delayed in or prevented from performing its obligations for a continuous period exceeding thirty (30) days in any Year;

the parties will, within thirty (30) days, use reasonable endeavours to renegotiate the Agreement to achieve, as nearly as possible, the original commercial intent but may terminate the Contract on five (5) Business Days’ written notice if agreement is not reached within ten (10) Business Days of commencement of renegotiation.

12Termination

12.1The Contract may be terminated forthwith at any time by either party on written notice to the other if:

12.1.1the other commits a material breach, or series of breaches resulting in a material breach, of the Contract and such breach is not remediable or is not remedied within fourteen (14) days of written notice requiring that party to do so;

12.1.2the other: (i) suspends or threatens to suspend payment of its debts, (ii) is unable to pay its debts as they fall due or (iii) is unable to pay its debts (being a company) within the meaning of s 123 of the Insolvency Act 1986 or (being an individual) within the meaning of s 268 of the Insolvency Act 1986 or (being a partnership) there is any partner to whom any of the foregoing applies;

12.1.3the other: (i) negotiates with its creditors for rescheduling of its debts, (ii) makes a proposal to or compounds with its creditors in respect of its debts other than solely by way of solvent amalgamation or reconstruction or (iii) makes an application to court for protection from its creditors generally;

12.1.4the other passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or administrator is appointed in relation to the other, or a winding-up proposal is made in relation to the other than solely in relation to a solvent amalgamation or reconstruction;

12.1.5a receiver or administrative receiver may be or is appointed in relation to the other or any of its assets;

12.1.6any creditor of the other attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the other's assets, and such attachment or process is not discharged within fourteen (14) days;